Exhibit 10.1 





 


 


 


NEITHER THIS NOTE NOR THE SECURITIES
THAT MAY BE ISSUED BY THE COMPANY UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (i) IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE SECURITIES LAWS;
OR (ii) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE
1933 ACT OR; (iii) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.


 


 


12%
CONVERTIBLE PROMISSORY NOTE


 


Maturity
Date of September 3, 2016 *the “Maturity Date”


 


$125,000
December 3, 2015 *the “Issuance Date”


 


FOR
VALUE RECEIVED, MyECheck, Inc., a Wyoming Corporation (the “Company”)
doing business in Folsom, CA, hereby promises to pay to the order of JSJ Investments Inc., an accredited investor and Texas Corporation,
or its assigns (the “Holder”), the principal amount
of One Hundred and Twenty Five Thousand Dollars ($125,000) (“Note”),
on demand of the Holder at any time on or after September 3, 2016 (the “Maturity
Date”), and to pay interest on the unpaid principal balance hereof at the rate of Twelve Percent (12%) per
annum (the “Interest Rate”) commencing on the date
hereof (the “Issuance Date”).


 


		1.	Payments of Principal and Interest.



 


		a.	Pre-Payment of Principal. The Company
may pay this Note in full, together with any and all accrued and unpaid interest, plus any applicable pre-payment premium set forth
herein and subject to the terms of this Section 1.a, at any time on or prior to the date which occurs 180 days after the Issuance
Date hereof (the “Prepayment Date”). In the event the Note is not prepaid in full on or before the Prepayment Date,
it shall be deemed a “Pre-Payment Default” hereunder. Until the Ninetieth (90th) day after the Issuance Date the Company
may pay the principal at a cash redemption premium of 135%, in addition to outstanding interest, without the Holder’s consent;
from the 91st day to the One Hundred and Twentieth (120th) day after the Issuance Date, the Company may pay the principal at a
cash redemption premium of 140%, in addition to outstanding interest, without the Holder’s consent; from the 121st day to
the Prepayment Date, the Company may pay the principal at a cash redemption premium of 145%, in addition to outstanding interest,
without the Holder’s consent. After the Prepayment Date and up to the day immediately prior to the Maturity Date, this Note
shall have a cash redemption premium of 150% of the then outstanding principal amount of the Note, plus accrued interest and Default
Interest, if any, which may only be paid by the Company upon Holder’s prior written consent.



 


		b.	Demand of Repayment. The principal
and interest balance of this Note shall be paid to the Holder hereof on demand by the Holder at any time on or after the Maturity
Date. The Default Amount (defined herein), if applicable, shall be paid to Holder hereof on demand by the Holder at any time such
Default Amount becomes due and payable to Holder.



 


		c.	Interest. This Note shall bear
interest (“Interest”) at the rate of Twelve Percent
(12%) per annum from the Issuance Date until the same is paid, or otherwise converted in accordance with Section 2 below, in full
and the Holder, at the Holder’s sole discretion, may include any accrued but unpaid Interest in the Conversion Amount. Interest
shall commence accruing on the Issuance Date, shall be computed on the basis of a 365-day year and the actual number of days elapsed
and shall accrue daily and, after the Maturity Date, compound quarterly. Upon an Event of Default, as defined in Section 10 below,
the Interest Rate shall increase to Eighteen Percent (18%) per annum for so long as the Event of Default is continuing (“Default
Interest”).



 


		d.	General Payment Provisions. This
Note shall be paid in lawful money of the United States of America by check or wire transfer to such account as the Holder may
from time to time designate by written notice to the Company in accordance with the provisions of this Note. Whenever any amount
expressed to be due by the terms of this Note is due on any day which is not a Business Day (as defined below), the same shall
instead be due on the next succeeding day which is a Business Day and, in the case of any interest payment date which is not the
date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of
determining the amount of interest due on such date. For purposes of this Note, “Business
Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the State of Texas are
authorized or required by law or executive order to remain closed.



 


		2.	Conversion of Note. At any time
after the Prepayment Date, including prior to, upon, or after the Maturity Date, the Conversion Amount (see Paragraph 2(a)(i))
of this Note shall be convertible into shares of the Company’s common stock (the “Common
Stock”) according to the terms and conditions set forth in this Paragraph 2.



 


		a.	Certain Defined Terms. For purposes
of this Note, the following terms shall have the following meanings:



 






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		i.	“Conversion Amount”
means the sum of (a) the principal amount of this Note to be converted with respect to which this determination is being made,
(b) Interest; and (c) Default Interest, if any, if so included at the Holder’s sole discretion.



 


		ii.	“Conversion Price”
means the lower of: (i) a 45% discount to the lowest trading price during the previous twenty (20) trading days to the date of
a Conversion Notice; or (ii) a 45% discount to the lowest trading price during the previous twenty (20) trading days before the
date that this note was executed.



 


		iii.	“Person” means an individual,
a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government
or any department or agency thereof.



 


		iv.	“Shares” means the
Shares of the Common Stock of the Company into which any balance on this Note may be converted upon submission of a “Conversion
Notice” to the Company substantially in the form attached hereto as Exhibit 1.



 


		b.	Holder’s Conversion Rights.
At any time after the Prepayment Date, including prior to, upon, or after the Maturity Date, the Holder shall be entitled to convert
all of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock in accordance
with the stated Conversion Price. The Holder shall not be entitled to convert on a Conversion Date that amount of the Note in connection
with that number of shares of Common Stock which would be in excess of the sum of the number of shares of Common Stock issuable
upon the conversion of the Note with respect to which the determination of this provision is being made on a Conversion Date, which
would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock
of the Company on such Conversion Date.  For the purposes of the provision to the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation
13d-3 thereunder.  Subject to the foregoing, the Holder shall not be limited to aggregate conversions of 4.99% (“Conversion
Limitation 1”).  The Holder shall have the authority to determine whether the restriction contained in this Section
2(b) will limit any conversion hereunder.  The Holder may waive the conversion limitation described in this Section
2(b), in whole or in part, upon and effective after 61 days prior written notice to the Company to increase such percentage
to up to 9.99% or any other amount as determined by Holder in its sole discretion (“Conversion Limitation 2”).



 


		c.	Fractional Shares. The Company
shall not issue any fraction of a share of Common Stock upon any conversion; if such issuance would result in the issuance of a
fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share
except in the event that rounding up would violate the conversion limitation set forth in section 2(b) above.



 


		d.	Conversion Amount. The Conversion
Amount shall be converted pursuant to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) as promulgated by the Securities and Exchange Commission
under the Securities Act of 1933, as amended, into unrestricted shares at the Conversion Price.



 


		e.	Mechanics of Conversion. The conversion
of this Note shall be conducted in the following manner:



 


		i.	Holder’s Conversion Requirements.
To convert this Note into shares of Common Stock on any date set forth in the Conversion Notice by the Holder (the “Conversion
Date”), the Holder shall transmit by email, facsimile or otherwise deliver, for receipt on or prior to 11:59 p.m.,
Eastern Time, on such date or on the next business day, a copy of a fully executed notice of conversion in the form attached hereto
as Exhibit 1 to the Company.



 


		ii.	Company’s Response. Upon
receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in no event later
than one (1) Business Day after receipt of such Conversion Notice, send, via email, facsimile or overnight courier, a confirmation
of receipt of such Conversion Notice to such Holder indicating that the Company will process such Conversion Notice in accordance
with the terms herein. Within two (2) Business Days after the date the Conversion Notice is delivered, the Company shall have issued
and electronically transferred the shares to the Broker indicated in the Conversion Notice; should the Company be unable to transfer
the shares electronically, it shall, within two (2) Business Days after the date the Conversion Notice was delivered, have surrendered
to an overnight courier for delivery the next day to the address as specified in the Conversion Notice, a certificate, registered
in the name of the Holder, for the number of shares of Common Stock to which the Holder shall be entitled.



 


		iii.	Record Holder. The person or persons
entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the
record holder or holders of such shares of Common Stock on the Conversion Date.



 


		iv.	Timely Response by Company. Upon
receipt by Company of a Conversion Notice, Company shall respond within one business day to Holder confirming the details of the
Conversion, and provide within two business days the Shares requested in the Conversion Notice. In the event that the Company fails
to deliver any Conversion Shares in connection with a Conversion Notice delivered by the Holder to the Company, then Holder may
direct the Escrow Agent to deliver any or all of the shares being held in escrow by the Escrow Agent. For the purposes hereof,
the Escrow Agent shall mean Jody R. Samuels, Esq., pursuant to the Escrow Agreement entered into by and between the Company, Holder
and the Escrow Agent on December 3, 2015 (“Escrow Agreement”).



 






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		v.	Liquidated Damages for Delinquent Response.
If the Company fails to deliver for whatever reason (including any neglect or failure by, e.g., the Company, its counsel
or the transfer agent) to Holder the Shares as requested in a Conversion Notice within three (3) business days of the Conversion
Date, the Company shall be deemed in “Default of Conversion.”
Beginning on the fourth (4th) business day after the date of the Conversion Notice, after the Company is deemed in Default
of Conversion, there shall accrue liquidated damages (the “Conversion
Damages”) of Additional Shares due to Holder equal to Twenty-Five percent (25%) of the number stated in the Conversion
Notice and for every five (5) Trading Days while a Default of Conversion is in effect and continuing the Company shall continue
to incur a Conversion Penalty in the amount of Twenty-Five percent (25%) of the number of shares stated in the Conversion Notice
issuable to Holder (the “Additional Shares”), which
may be applied to the Conversion at the Holder’s election. The Additional Shares shall be issued and the amount of the Note
retired will not be reduced beyond that stated in the Conversion Notice. If the Additional Shares owed the Holder cause the Shares
requested by the Conversion Notice to exceed Conversion Limitation 1 or Conversion Limitation 2, as applicable, the Holder may
opt instead to have the Conversion Amount reduced by the value, as calculated using the Conversion Price, of the Additional Shares
owing to Holder pursuant to this Section 2(e)(v). At any time after a Default of Conversion the Holder may, at their sole discretion,
rescind the Conversion The Parties agree that, at the time of drafting of this Note, the Holder’s
damages as to the delinquent response are incapable or difficult to estimate and that the liquidated damages called for is a reasonable
forecast of just compensation.



 


		vi.	Liquidated Damages for Inability to Issue
Shares. If the Company fails to deliver Shares requested by a Conversion Notice due to an exhaustion of authorized and issuable
common stock such that the Company must increase the number of shares of authorized Common Stock before the Shares requested may
be issued to the Holder, the discount set forth in the Conversion Price will be increased by 5% for the Conversion Notice in question
and all future Conversion Notices until the outstanding principal and interest of the Note is converted or paid in full. These
liquidated damages shall not render the penalties prescribed by Paragraph 2(e)(v) void, and shall be applied in conjunction with
Paragraph 2(e)(v) unless otherwise agreed to in writing by the Holder. The Parties agree that, at the time of drafting of this
Note, the Holder’s damages as to the inability to issue shares are incapable or difficult to estimate and that the liquidated
damages called for is a reasonable forecast of just compensation.



 


		vii.	Rescindment of Conversion Notice.
If: (i) the Company fails to respond to Holder within one business day from the date of delivery of a Conversion Notice confirming
the details of the Conversion, (ii) the Company fails to provide the Shares requested in the Conversion Notice within three business
days from the date of the delivery of the Conversion Notice, (iii) the Holder is unable to procure a legal opinion required to
have the Shares issued unrestricted and/or deposited to sell for any reason related to the Company's standing with the SEC or FINRA,
or any action or inaction by the Company, (iv) the Holder is unable to deposit the Shares requested in the Conversion Notice for
any reason related to the Company's standing with the SEC or FINRA, or any action or inaction by the Company, (v) if the Holder
is informed that the Company does not have the authorized and issuable Shares available to satisfy the Conversion, or (vi) if OTC
Markets changes the Company's designation to 'Limited Information' (Yield), 'No Information' (Stop Sign), 'Caveat Emptor' (Skull
and Crossbones), or 'OTC', 'Other OTC' or 'Grey Market' (Exclamation Mark Sign) on the day of or any day after the date of the
Conversion Notice, the Holder maintains the option and sole discretion to rescind the Conversion Notice ("Rescindment")
by delivering a notice of rescindment to the Company in the same manner that a Conversion Notice is required to be delivered to
the Company pursuant to the terms of this Note.



 


		viii.	Transfer Agent Fees and Legal Fees.
The issuance of the certificates shall be without charge or expense to the Holder. The Company shall pay any and all Transfer Agent
fees, legal fees, and advisory fees required for execution of this Note and processing of any Notice of Conversion, including but
not limited to the cost of obtaining a legal opinion with regard to the Conversion. The Holder will deduct $3,000 from the principal
payment of the Note solely to cover the cost of obtaining any and all legal opinions required to obtain the Shares requested in
any given Conversion Notice. These fees do not make provision for or suffice to defray any legal fees incurred in collection or
enforcement of the Note as described in Paragraph 13. The Holder will deduct 3rd party due diligence fees due Ambassador
Management Corp. in the amount of $9,375 from the principal payment of the Note.



 


		ix.	Conversion Right Unconditional.
If the Holder shall provide a Notice of Conversion as provided herein, the Company’s obligations to deliver Common Stock
shall be absolute and unconditional, irrespective of any claim of setoff, counterclaim, recoupment, or alleged breach by the Holder
of any obligation to the Company.



 


 


 


		3.	Other Rights of Holder: Reorganization,
Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger,
sale of all or substantially all of the Company’s assets to another Person or other transaction which is effected in such
a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or
assets with respect to or in exchange for Common Stock is referred to herein as “Organic
Change.” Prior to the consummation of any (i) Organic Change or (ii) other Organic Change following which the Company
is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor resulting from such
Organic Change (in each case, the “Acquiring Entity”)
a written agreement (in form and substance reasonably satisfactory to the Holder) to deliver to Holder in exchange for this Note,
a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Note,
and reasonably satisfactory to the Holder. Prior to the consummation of any other Organic Change, the Company shall make appropriate
provision (in form and substance reasonably satisfactory to the Holder) to ensure that the Holder will thereafter have the right
to acquire and receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable
and receivable upon the conversion of the Note, such shares of stock, securities or assets that would have been issued or payable
in such Organic Change with respect to or in exchange for the number of shares of Common Stock which would have been acquirable
and receivable upon the conversion of the Note as of the date of such Organic Change (without taking into account any limitations
or restrictions on the convertibility of the Note set forth in Section 2(b) or otherwise). All provisions of this Note must be
included to the satisfaction of Holder in any new Note created pursuant to this section.



 






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		4.	Representations and Warranties of the
Company. In connection with the transactions provided for herein, the Company hereby represents and warrants to the Holder
the following:



 


		a.	Organization, Good Standing and Qualification.
The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation
and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to
transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse
effect on its business or properties.



 


		b.	Authorization. All corporate action
has been taken on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution
and delivery of this Agreement. The Company has taken all corporate action required to make all of the obligations of the Company
reflected in the provisions of this Agreement, valid and enforceable obligations. The shares of capital stock issuable upon conversion
of the Note have been authorized or will be authorized prior to the issuance of such shares.



 


		c.	Fiduciary Obligations. The Company
hereby represents that it intends to use the proceeds of the Note primarily for the operations of its business and not for any
personal, family, or household purpose. The Company hereby represents that its board of directors, in the exercise of its fiduciary
duty, has approved the execution of this Agreement based upon a reasonable belief that the proceeds of the Note provided for herein
is appropriate for the Company after reasonable inquiry concerning its financial objectives and financial situation.



 


		d.	Data Request Form. The Company
hereby represents and warrants to Holder that all of the information furnished to Holder pursuant to the data request form (“DRF”)
dated November 19, 2015 is true and correct in all material respects as of the date hereof.



 


		5.	Covenants of the Company.



 


		a.	So long as the Company shall have any obligations under this Note, the Company shall not without
the Holder’s prior written consent pay, declare or set apart for such payment any dividend or other distribution (whether
in cash, property, or other securities) on shares of capital stock solely in the form of additional shares of Common Stock



 


		b.	So long as the Company shall have any obligations under this Note, the Company shall not without
the Holder’s prior written consent redeem, repurchase, or otherwise acquire (whether for cash or in exchange for property
or other securities) in any one transaction or series of transactions any shares of capital stock of the Company or any warrants,
rights, or options to acquire any such shares.



 


		c.	So long as the Company shall have any obligations under this Note, the Company shall not without
the Holder’s prior written consent incur any liability for borrowed money, except (a) borrowings in existence as of this
date and of which the Company has informed the Holder in writing before the date hereof or (b) indebtedness to trade creditors
or financial institutions incurred in the ordinary course of business.



 


		d.	So long as the Company shall have any obligations under this Note, the Company shall not without
the Holder’s prior written consent sell, lease, or otherwise dispose of a significant portion of its assets outside the ordinary
course of business. Any consent to the disposition of any assets may be conditioned upon a specified use of the proceeds thereof.



 


		6.	Issuance of Common Stock Equivalents.
If the Company, at any time after the Issuance Date, shall issue any securities convertible into or exchangeable for, directly
or indirectly, Common Stock (“Convertible Securities”),
other than the Note, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be
issued or sold (collectively, the “Common Stock Equivalents”)
and the aggregate of the price per share for which additional Shares of Common Stock may be issuable thereafter pursuant to such
Common Stock Equivalent, plus the consideration received by the Company for issuance of such Common Stock Equivalent divided by
the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the “Aggregate
Per Common
Share Price”) shall be less than the applicable Conversion Price then in effect, or if, after any such issuance of
Common Stock Equivalents, the price per share for which additional Shares of Common Stock may be issuable thereafter is amended
or adjusted, and such price as so amended shall make the Aggregate Per Share Common Price be less than the applicable Conversion
Price in effect at the time of such amendment or adjustment, then the applicable Conversion Price upon each such issuance or amendment
shall be reduced to the lower of: (i) the Conversion Price; or (ii) a twenty-five percent (25%) discount to the lowest Aggregate
Per Common Share Price (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable
in whole or in part) as of the earlier of (A) the date on which the Company shall enter into a firm contract for the issuance of
such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent. No adjustment of the applicable
Conversion Price shall be made under this Section 6 upon the issuance of any Convertible Security which is outstanding on the day
immediately preceding the Issuance Date.



 


		7.	Reservation of Shares. The Company
shall at all times, so long as any principal amount of the Note is outstanding, reserve and keep available out of its authorized
and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Note, such number of shares
of Common Stock as shall at all times be sufficient to effect the conversion of all of the principal amount, plus Interest
and Default Interest, if any, of the Note then outstanding (“Share
Reserve”). The initial number of shares of Common Stock reserved for conversions of the Note shall be calculated as
four times the number of shares necessary to convert the entire value of the Note on the day it was executed, unless the Holder
stipulates otherwise in the Irrevocable Letter of Instructions to the
Transfer Agent dated even date hereof. So long as this Note is outstanding, upon written request of the Holder or via telephonic
communication, the Company’s Transfer Agent shall furnish to the Holder the then-current number of common shares issued and
outstanding, the then-current number of common shares authorized, the then-current number of unrestricted shares, and the then-current
number of shares reserved for third parties.



 






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		8.	Voting Rights. The Holder of this
Note shall have no voting rights as a note holder, except as required by law, however, upon the conversion of any portion of this
Note into Common Stock, Holder shall have the same voting rights as all other Common Stock holders with respect to such shares
of Common Stock then owned by Holder.



 


		9.	Reissuance of Note.
In the event of a conversion or redemption pursuant to this Note of less than all of the Conversion Amount represented by this
Note, the Company shall promptly cause to be issued and delivered to the Holder, upon tender by the Holder of the Note converted
or redeemed, a new note of like tenor representing the remaining principal amount of this Note which has not been so converted
or redeemed and which is in substantially the same form as this Note, as set forth above.



 


		10.	Default and Remedies.



 


		a.	Event of Default. For purposes
of this Note, an “Event of Default” shall occur upon:



 


		i.	the Company’s default in the payment of the outstanding principal, Interest or Default Interest
of this Note when due, whether at Maturity, acceleration or otherwise;



		ii.	the occurrence of a Default of Conversion as set forth in Section 2(e)(v);



		iii.	the failure by the Company for ten (10) days after notice to it to comply with any material provision
of this Note not included in this Section 10(a);



		iv.	the Company’s breach of any covenants, warranties, or representations made by the Company
herein;



		v.	any of the information in the DRF is false or misleading in any material respect;



		vi.	the default by the Company in any Other Agreement entered into by and between the Company and Holder,
for purposes hereof “Other Agreement” shall mean, collectively, all agreements and instruments between, among or by:
(1) the Company, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including without limitation, promissory
notes;



		vii.	the cessation of operations of the Company or a material subsidiary;



		viii.	the Company pursuant to or within the meaning of any Bankruptcy Law; (a) commences a voluntary
case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a
Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors;
or (e) admits in writing that it is generally unable to pay its debts as the same become due;



		ix.	court of competent jurisdiction entering an order or decree under any Bankruptcy Law that: (a)
is for relief against the Company in an involuntary case; (b) appoints a Custodian of the Company or for all or substantially all
of its property; or (c) orders the liquidation of the Company or any subsidiary, and the order or decree remains unstayed and in
effect for thirty (30) days;



		x.	the Company files a Form 15 with the SEC;



		xi.	the Company’s failure to timely file all reports required to be filed by it with the Securities
and Exchange Commission;



		xii.	the Company’s failure to timely file all reports required to be filed by it with OTC Markets
to remain a “Current Information” designated company;



		xiii.	the Company sells securities after the Issuance Date that do not have a fixed conversion price;



		xiv.	the Company’s Common Stock is reported as “No Inside” by OTC Markets at any time
while any principal, Interest or Default Interest under the Note remains outstanding;



		xv.	the Company’s failure to maintain the required Share Reserve pursuant to the terms of the
Irrevocable Letter of Instructions to the Transfer Agent;



		xvi.	the Company directs its transfer agent not to transfer, or delays, impairs, or hinders its transfer
agent in transferring or issuing (electronically or in certificated form) any certificate for Shares of Common Stock to be issued
to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs
its transfer agent not to remove or impairs, delays and/or hinders its transfer agent from removing) any restrictive legend (or
to withdraw and stop transfer instructions) on any certificate for any Shares of Common Stock issued to the Holder upon conversion
of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat
that it does not intend to honor its obligations pursuant to a Conversion Notice submitted by the Holder) and any such failure
shall continue uncured for three (3) Business Days after the Conversion Notice has been delivered to the Company by Holder;



		xvii.	the Company’s failure to remain current in its billing obligations with its transfer agent
and such delinquency causes the transfer agent to refuse to issue Shares to Holder pursuant to a Conversion Notice;



		xviii.	the Company effectuates a reverse split of its Common Stock and fails to provide twenty (20) days
prior written notice to Holder of its intention to do so; or



		xix.	OTC Markets changes the Company's designation to 'No Information' (Stop Sign), 'Caveat Emptor'
(Skull and Crossbones), or 'OTC', 'Other OTC' or 'Grey Market' (Exclamation Mark Sign).



The Term “Bankruptcy
Law” means Title 11, U.S. Code, or any similar Federal or State Law for the relief of debtors. The term “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


		b.	Remedies. If an Event of Default
occurs, the Holder may in its sole discretion determine to request immediate repayment of all or any portion of the Note that remains
outstanding; at such time the Company will be required to pay the Company the Default Amount (defined herein) in cash. For purposes
hereof, the “Default Amount” shall mean: the product
of (A) the then outstanding principal amount of the Note, plus accrued Interest and Default Interest, divided by (B) the Conversion
Price as determined on the Issuance Date, multiplied by (C) the highest price at which the Common Stock traded at any time between
the Issuance Date and the date of the Event of Default. If the Company fails to pay the Default Amount within five (5) Business
Days of written notice that such amount is due and payable, then Holder shall have the right at any time, so long as the Company
remains in default (and so long and to the extent there are a sufficient number of authorized but unissued shares), to require
the Company, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of
the Company equal to the Default Amount divided by the Conversion Price then in effect.



 






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		11.	Vote to Change the Terms of this Note.
This Note and any provision hereof may only be amended by an instrument in writing signed by the Company and the Holder.



 


		12.	Lost or Stolen Note. Upon receipt
by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, and, in the
case of loss, theft or destruction, of an indemnification undertaking by the Holder to the Company in a form reasonably acceptable
to the Company and, in the case of mutilation, upon surrender and cancellation of the Note, the Company shall execute and deliver
a new Note of like tenor and date and in substantially the same form as this Note; provided, however, the Company shall not be
obligated to re-issue a Note if the Holder contemporaneously requests the Company to convert such remaining principal amount, plus
accrued Interest and Default Interest, if any, into Common Stock.



 


		13.	Payment of Collection, Enforcement and
Other Costs. If: (i) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced
through any legal proceeding; or (ii) an attorney is retained to represent the Holder of this Note in any bankruptcy, reorganization,
receivership or other proceedings affecting creditors’ rights and involving a claim under this Note, then the Company shall
pay to the Holder all reasonable attorneys’ fees, costs and expenses incurred in connection therewith, in addition to all
other amounts due hereunder.



 


		14.	Cancellation. After all principal,
accrued Interest and Default Interest, if any, at any time owed on this Note has been paid in full or otherwise converted in full,
this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.



 


		15.	Waiver of Notice. To the extent
permitted by law, the Company hereby waives demand, notice, protest and all other demands and notices in connection with the delivery,
acceptance, performance, default or enforcement of this Note.



 


		16.	Governing Law. This Note shall
be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance
of this Note shall be governed by, the laws of the State of Texas, without giving effect to provisions thereof regarding conflict
of laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in Texas
for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by sending, through certified mail or overnight courier,
a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.



 


		17.	Remedies, Characterizations, Other Obligations,
Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies
available under this Note, at law or in equity (including a decree of specific performance and/or other injunctive relief), and
no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein
shall limit the Holder’s right to pursue actual damages for any failure by the Company to comply with the terms of this Note.
The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly
provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation
thereof) shall be the amounts to be received by the Holder thereof and shall not, except as expressly provided herein, be subject
to any other obligation of the Company (or the performance thereof).



 


		18.	Specific Shall Not Limit General; Construction.
No specific provision contained in this Note shall limit or modify any more general provision contained herein. This Note shall
be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any person as the drafter hereof.



 


		19.	Failure or Indulgence Not Waiver.
No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or privilege preclude further exercise thereof or of
any other right, power or privilege.



 


		20.	Partial Payment. In the event of
partial payment by the Holder, the principal sum due to the Holder shall be prorated based on the consideration actually paid by
the Holder such that the Company is only required to repay the amount funded and the Company is not required to repay any unfunded
portion of this Note, with the exception of any OID contemplated herein. 



 


		21.	Entire Agreement. This Agreement
constitutes the full and entire understanding and agreement between the parties with regard to the subjects herein. None of the
terms of this Agreement can be waived or modified, except by an express agreement signed by all Parties hereto.



 






    6 


     


    

 


		22.	Additional Representations and Warranties.
The Company expressly acknowledges that the Holder, including but not limited to its officer, directors, employees, agents, and
affiliates, have not made any representation or warranty to it outside the terms of this Agreement. The Company further acknowledges
that there have been no representations or warranties about future financing or subsequent transactions between the parties.



 


		23.	Notices. All notices and other
communications given or made to the Company pursuant hereto shall be in writing (including facsimile or similar electronic transmissions)
and shall be deemed effectively given:  (i) upon personal delivery, (ii) when sent by electronic mail or facsimile, as deemed
received by the close of business on the date sent, (iii) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying
next day delivery.  All communications shall be sent either by email, or fax, or to the email address or facsimile number
set forth on the signature page hereto. The physical address, email address, and phone number provided on the signature page hereto
shall be considered valid pursuant to the above stipulations; should the Company’s contact information change from that listed
on the signature page, it is incumbent on the Company to inform the Holder.



 


		24.	Severability. If one or more provisions
of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the
rest of the Agreement shall be enforceable in accordance with its terms.



 


		25.	Usury. If it shall be found that
any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of
interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The
Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would
prohibit or forgive the Company from paying all or a portion of the principal, Interest or Default Interest on this Note.



 


		26.	Successors and Assigns. This Agreement
shall be binding upon all successors and assigns hereto.



 


 


 


— SIGNATURE PAGE
TO FOLLOW —


 






 






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IN
WITNESS WHEREOF, the Company has caused this Note to be signed by its CEO, on and as of the Issuance Date. 


 





	COMPANY		MYECHECK, INC.	 
	 	 	 	 
	Signature:	 	/S/ EDWARD R. STARRS	 
	 	 	 	 
	 	 	 	 
			EDWARD R. STARRS	 
	By:	 	 	 
	 	 	 	 
	 	 	PRESIDENT & CEO	 
	Title:	 		 
	 	 	 	 
	 	 	 	 
	 	 	2600 E. BIDWELL STREET	 
	Address: 	 		 
		 	 	 
	 	 	SUITE 190	 
		 		 
	 	 	 	 
		 	FOLSOM, CA 95630	 
	 	 		 
	 	 	 	 
	 	 	 	 
	 	 	Ed.Starrs@MyECheck.com	 
	Email: 	 		 
	 	 	 	 
	 	 	 	 
	 	 	(844) 693-2432	 
	Phone:	 		 
	 	 	 	 
	 	 	 	 
	 	 	N/A	 
	Facsimile:	 		 
	 	 	 	 







 





JSJ Investments Inc.


 


 


Signature:


 


 


/S/ SAMEER HIRJI


 


Sameer Hirji, President

JSJ Investments Inc. 


6060 North Central Expressway, Suite 500


Dallas TX 75206


888-503-2599




    8 


     


    

 


Exhibit 1


 


Conversion
Notice


 


Reference is made to the 12% Convertible
Note issued by MyECheck, Inc. (the "Note"), dated December 3, 2015 in the principal amount of $125,000 with 12% interest.
This note currently holds a principal balance of $125,000. The features of conversion stipulate a Conversion Price equal to the
lower of (i) a 45% discount to the lowest trading price during the previous twenty (20) trading days to the date of a Conversion
Notice; or (ii) a 45% discount to the lowest trading price during the previous twenty (20) trading days before the date that this
note was executed, pursuant to the provisions of Section 2(a)(ii) in the Note.


 


In accordance with and pursuant to the
Note, the undersigned hereby elects to convert $______ of the principal/interest balance of the Note, indicated below into
shares of Common Stock (the "Common Stock"), of the Company, by tendering the Note specified as of the date specified
below.


 


Date of Conversion: __________


 


Please confirm the following information:


 


Conversion Amount: $ ____________________


 


Conversion Price: $ ____________________
( ____ % discount from $ ____________________)


 


Number of Common Stock to be issued: _____________________________________________________________________


 


Current Issued/Outstanding: _______________________________________________________________________________


 


If the Issuer is DWAC eligible, please
issue the Common Stock into which the Note is being converted in the name of the Holder of the Note and transfer the shares electronically
to:


 


[BROKER INFORMATION]


 


Holder Authorization:


 


JSJ Investments Inc.

6060 North Central Expressway, Suite 500*Do not send certificates to this address

Dallas, TX 75206

888-503-2599


 


Tax ID: 20-2122354


 


 


 


Sameer Hirji, President


 


 


 


[DATE]


 


[CONTINUED ON NEXT PAGE]


 


 




    9 


     


    

 


PLEASE
BE ADVISED, pursuant to Section 2(e)(ii) of the Note, “Upon receipt by the Company of a copy of the Conversion Notice,
the Company shall as soon as practicable, but in no event later than one (1) Business Day after receipt of such Conversion
Notice, SEND, VIA EMAIL, FACSIMILE OR OVERNIGHT COURIER, A CONFIRMATION
OF RECEIPT OF SUCH CONVERSION NOTICE TO SUCH HOLDER INDICATING THAT THE COMPANY WILL PROCESS SUCH CONVERSION NOTICE in accordance
with the terms herein. Within two (2) Business Days after the date of the Conversion Confirmation, the Company shall have issued
and electronically transferred the shares to the Broker indicated in the Conversion Notice; should the Company be unable to transfer
the shares electronically, they shall, within two (2) Business Days after the date of the Conversion Confirmation, have surrendered
to FedEx for delivery the next day to the address as specified in the Conversion Notice, a certificate, registered in the name
of the Holder, for the number of shares of Common Stock to which the Holder shall be entitled.”


 


Signature:


 


/S/ EDWARD STARRS


___________________________


Edward Starrs


CEO


MyECheck, Inc.


 


 


 



    10